THE CONSTITUTION OF THE COUNCIL
FOR
NON-GOVERNMENTAL ORGANIZATIONS IN MALAWI

CONSTITUTION OF THE COUNCIL FOR NON-GOVERNMENTAL
ORGANIZATIONS IN MALAWI

ARRANGEMENT OF SECTIONS

Section
CHAPTER 1
CONGOMA THE ORGANIZATION
1. Name of organization
2. Mission statement
3. Objectives of CONGOMA
4. Common seal

CHAPTER 2
MEMBERSHIP OF CONGOMA
5. Categories of membership
6. Procedure for acceptance in the membership
7. Failure to pay dues
8. Dues in arrears
9. Expulsion from membership
10. Safeguards against dismissal
11. Appeal
12. Resignation from membership

CHAPTER 3
GOVERNANCE OF CONGOMA
13. Authority of members
14. Annual General Meeting
15. Quorum at Annual General Meeting
16. Duties of Annual General Meeting
17. Notice of meetings
18. Request for Special General Meeting
19. Request from Trustees for Special General Meeting
20. Request from Governing Council for Special General Meeting
21. Notification of Special General Meeting

CHAPTER 4
POWERS OF CONGOMA
22. Powers of CONGOMA

CHAPTER 5
TRUSTEES OF CONGOMA
23. Trustees of CONGOMA
24. Right to see documentation
25. Right to suspend Governing Council

26. Right to report to Special General Meeting
27. Right to nominate honorary members
28. Duties of Trustees in respect of assets
29. Duty of Trustees in respect of loans and overdrafts
30. General oversight of CONGOMA
31. Number of Trustees
32. Qualifications of Trustees
33. Tenure of office of Trustees
34. Re-election
35. Failure to attend meetings of Trustees
36. Election of Chairperson and Vice-Chairperson
37. Quorum
38. Number of meetings
39. Casual vacancy

CHAPTER 6
GOVERNING COUNCIL OF CONGOMA
40. Duties of Governing Council
41. Number of members of Governing Council
42. Qualification to serve on Governing Council
43. Nomination from elected NGOs
44. Qualification to serve on Governing Council
45. Tenure of office of members of Governing Council

46. Re-election
47. Failure to attend meetings
48. Quorum at meetings of Governing Council
49. Election of Chairperson and Vice-Chairperson
50. Role of Chairperson of CONGOMA
51. Meetings of Governing Council
52. Casual vacancy
53. Standing Committees and other committees

CHAPTER 7
REGIONAL GOVERNANCE OF CONGOMA
54. Regional meetings
55. Regional Committees
56. Duties of Regional Committees
57. Chairperson and Vice-Chairperson of Regional Committees

CHAPTER 8
STANDARDS COMMITTEES OF CONGOMA
58. Standards Committee
59. Duties of Standards Committee
60. Number of members on Standards Committee
61. Qualifications to serve on Standards Committee
62. Selection of individuals to serve on Standards Committee

63. Tenure of office of Standards Committee
64. Terms of reference of members of Standards Committee
65. Meetings of Standards Committee

CHAPTER 9
FINANCE AND ADMINISTRATION COMMITTEE
66. Finance and Administration Committee
67. Duties of Finance and Administration Committee
68. Members of Finance and Administration Committee
69. Qualification to serve on Finance and Administration Committee
70. Selection of individuals to serve on Finance and Administration Committee
71. Tenure of office of members of Finance and Administration Committee
72. Terms of reference of Finance and Administration Committee

CHAPTER 10
ELECTION TO NATIONAL OFFICES IN CONGOMA
73. Elections to national offices
74. Format of nominations
75. Timing of nominations
76. Publication of names of those seeking election
77. Voting forms and procedures
78. Successful candidates
79. Publications of successful candidates’ names

80. Election returning officer

CHAPTER 11
FINANCIAL CONTROLS
81. Financial systems
82. Annual report
83. Transparency
84. Accountability
85. Accessibility

CHAPTER 12
CONGOMA SECRETARIAT
86. CONGOMA Secretariat
87. Duties of Secretariat
88. Executive Secretary

CHAPTER 13
AMENDMENT OF THIS CONSTITUTION
89. Amendment procedure

CHAPTER 14
DISSOLUTION OF CONGOMA
90. Dissolution of CONGOMA

Introduction and Preamble to the Constitution

The Council for Non-Governmental Organizaitons in Malawi (hereinafter referred
to as “CONGOMA”) is a Membership Organization established by and for Non-
Governmental Organizations in Malawi. It is owned and controlled by Full Members.
Members join CONGOMA on a voluntary basis.

The control, accountability and responsibility for ongoing operations of
CONGOMA are exercised on behalf of CONGOMA Members by Trustees, a Governing
Council, a Finance and Administration Committee and a Standards Committee chosen
by Membership, elected by them and accountable to them. Trustees, Governors and
Committee Members are unpaid.

Implementation of CONGOMA operations is undertaken by a Secretariat
composed of professional paid staff.

The Non-Governmental Organizations which comprise the Membership of
CONGOMA are separate autonomous organizations. All have development of, or in,
Malawi as their wider objective, but the natural and size of the individual organizations,
the sectors and geographical locations they work in, and the methods they use vary
widely. This autonomy and wide diversity is strength and through it the NGO
Community has the potential to contribute significantly to development in Malawi. It is
to maximize strengths and to minimize weaknesses that CONGOMA has been created.

CHAPTER 1
CONGOMA THE ORGANIZATION

Name of 1. The name of the Association is the Council of Non-
Organization
Governmental Organizations in Malawi.

Mission 2. The Mission Statement of CONGOMA is to enhance and
Statement
maximize the potential and actual impact which CONGOMA
Members can and do have upon development in Malawi, through
mutual support between NGOs.

Objectives 3. The objectives of CONGOMA are –
of
CONGOMA

(a) to enhance and improve operational environments
within which NGOs function;

(b) to promote and facilitate coordination, collaboration
and cooperation within the NGO Community, and
between the NGO Community, the Government, the
Donor Community and the commercial sectors
within Malawi;
(c) to further the standing of NGOs as competent,
professional and suitable agents of development;

and

(d) to support Member NGOs to become institutionally
strong.
Common 4. The Governance of CONGOMA shall have a common
Seal
seal which shall consist of an endorsed stamp with the formal title
of the organization. The Seal shall be kept in a safe place and shall
not be used to endorse any document without the permission of the
Trustees of CONGOMA.

CHAPTER 2
MEMBERSHIP OF CONGOMA

Categories of 5. CONGOMA shall have the following categories of
Membership
membership –

(a) full membership of CONGOMA shall be open to all
Organizations which apply for Membership, which
satisfy the definition of an NGO as contained in the
Act regulating, and, which adhere to the Code of
Conduct for NGOs in Malawi;

(b) associate membership shall be open to

organizations, not being NGOs, but which have
similar intentions as NGOs in respect of the social
development of Malawi and a concern for
disadvantaged groups;

(c) guest membership shall be open to NGOs which are
temporarily working within Malawi and which
would not otherwise wish to take up full
membership of CONGOMA; and

(d) honorary membership shall be open to individuals
whom CONGOMA wishes to honour for
outstanding contribution to the development of the
NGO community in Malawi.

Procedures 6. – (1) NGOs seeking membership of CONGOMA should
for
acceptance furnish CONGOMA Secretariat with a copy of their
in the
Membership Constitution, a letter of approval from the Government to operate
as an NGO in Malawi, their Certificate of Incorporation in Malawi
and/or their Agreement with the Government of Malawi.

(2) Applicantions shall be considered at the next
meeting of the Governing Council following receipt of the

application.

(3) Membership shall be attained when NGOs pay their
membership dues in full.

(4) Successful applicants shall be sent an invoice
showing the due relevant membership fee. Date of membership
shall be from the date of receipt of the Membership fee.

Failure to 7. Members failing to pay their membership dues within
pay dues
three calendar months after receipt of a warning letter from
CONGOMA in respect of the invoice shall be deemed to have
cancelled their membership and shall be ineligible for benefits of
membership or to participate in the governance of CONGOMA.

Dues in 8. Members who fail to pay their membership fee in any
arrears
one year, and have not formally resigned from membership as
shown in Article 12 shall be required to pay arrears in subscriptions
before being accepted back into membership.

Expulsion 9. The Governing Council shall have powers to expel from
from
membership membership any member whose conduct the Governing Council,
on receipt of a recommendation from the Standards Committee,

considers to bring CONGOMA into disrepute: Provided that no
member shall be expelled without being given a chance to be
heard.

Safeguards 10. The Chairperson of any NGO against whom charges of
against
dismissal bringing the NGO Community into desrepute are laid shall be
given twenty working days notice of the Governing Council
Meeting at which the case will be heard. The Chairperson of the
NGO concerned shall be entitled to attend the meeting of the
Governing Council together with up to two other persons.

Appeal 11. An NGO which has been expelled may appeal to the
Annual General Meeting of CONGOMA. The decision of the Annual
General Meeting shall be final and binding.

Resignation 12. An NGO which wishes to resign from Membership of
from
membership CONGOMA may do so by means of a letter from the NGO Board
to the Chairperson of the Governing Council of CONGOMA.

CHAPTER 3
GOVERNANCE OF CONGOMA
Authority 13. – (1) Sovereign authority of CONGOMA shall lie with
of
members the Annual General Meeting which shall consist of all full

members of CONGOMA.

(2) Only full members who are fully paid up shall have
the right to vote within CONGOMA.

Annual 14. Each year there shall be an Annual General Meeting
General
Meeting which shall be attended by all members of CONGOMA.

Quorum at 15. – (1) The quorum at the Annual General Meeting shall
be
Annual
General 50% of the number of fully paid-up members.
Meeting

(2) If the number of members present at any Annual
General Meeting does not constitute a quorum, the meeting shall
be adjourned for seven days and shall be reconvened at the same
place and time.

(3) The Executive Secretary shall give four days
written notice of the adjourned meeting.

(4) If at such adjourned meeting a quorum is not
formed within fifteen minutes from the scheduled time of the
meeting, the members present shall be deemed to have formed a
quorum and shall proceed with the meeting.

Duties of 16. The duties of the Annual General Meeting shall be –
Annual
General
Meeting
(a) to receive Annual Reports for the year from the
Trustees and from the Governing Council;

(b) to receive Audited Accounts for the previous
financial year from the Finance Standing
Committee;

(c) to receive Reports from the Standing Committees;

(d) to appoint Auditors for the forthcoming year;

(e) to receive Reports from the three Regional
Committees;

(f) to vote for Trustees and for member organizations
of the Governing Council and Standing Committees
of the Governing Council;

(g) to agree on the rate of annual subscription to
CONGOMA for each category of membership

which shall come into force the next following
January 1st;

(h) to make such alterations to the Constitution as may
be thought necessary subject to the rules relating to
constitutional changes as laid in Chapter 14;

(i) to receive nominations by Trustees in respect of
honorary membership of CONGOMA; and

(j) to transact any other legally relevant business.

Notice of 17. – (1) CONGOMA Secretariat shall be responsible for
meetings
sending notification of the date, time and place of all General
Meetings of CONGOMA.

(2) Where voting for office holders shall take place,
notification shall be sent to members five full working weeks prior
to the date on which the meeting is to be held.

(3) Where meetings are for electing office holders of
CONGOMA each member shall receive a nomination form in
respect of each election which is to be held.

(4) Nomination forms shall be received back at the
nearest CONGOMA Secretariat Office within two weeks of receipt
by the member.

(5) Where voting for office holders is not expected to
take place, notification of the meeting shall be sent to members
three full working weeks prior to the date on which the meeting is
to be held.

Request for 18. A Special General Meeting may be convened by the
Special
General Secretariat on receipt by the Governing Council of a request for
Meeting
such a meeting signed by the Chief Executive and/or the
Chairperson of the Governing Bodies of not less than twelve
NGOs which arein full membership of CONGOMA.

Request 19. The Governing Council shall call for a Special General
from Trustees
for Special Meeting if requested to do so by vote of the Trustees of
General
Meeting CONGOMA.

Request 20. The Governing Council may itself call a Special
from

Governing General Meeting.
Council for
Special
General
Meeting

Notification 21. Notice of the date, time and place of a Special General
of Special
General Meeting shall be sent to Members not less than three working
Meeting
weeks prior to the meeting being held.

CHAPTER 4
POWERS OF CONGOMA

Powers of 22. CONGOMA shall have powers to –
CONGOMA

(a) do or cause to be done such actions as shall permit
the achievement of its objectives as laid down in
this Constitution;

(b) raise funds by way of borrowings, donations of gifts
of money or other property for the furtherance of its
objectives;

(c) purchase assets and/or take on lease and property
for the furtherance of its objectives;

(d) sell, let, mortgage, dispose of or otherwise deal with
any of its property for the due performance of its
functions and/or the promotion of this objectives;

(e) employ any person upon such terms and conditions
and remuneration as may be considered by the
Governing Council to be necessary

(f) enter into any contract with any person or body
corporate for the furtherance of its objectives; and
(g) generally do all such things which a body corporate,
may by law perform..

CHAPTER 5
TRUSTEES OF CONGOMA

Trustees of 23. – (1) The Trustees of CONGOMA shall legally
CONGOMA
responsible for CONGOMA and shall have general oversight over
its activities.

(2) The Trustees shall serve in an unpaid capacity.

(3) Trustees shall delegate to the Governing Council

responsibility for overseeing the implementation of policies and
strategies set by the Annual General Meetings and for direction of
day-to-day management of CONGOMA.

Right to 24. Trustees shall, at their discretion, be able to call on the
see
documentation Secretariat for all papers, minutes, correspondence, accounts, etc.
produced within CONGOMA for any Council, Committee or other
unit within CONGOMA Governance.

Right to 25. The Trustees, if they consider it necessary for the good
suspend
Governing and effective management of CONGOMA, and if they believe
Council
that the Governing Council is acting outside the Constitution, may
call for a Special Annual General Meeting to resolve the problem.

Right to 26. – (1) The Special General Meeting shall be held within
report to
Special six weeks of the action taken by the Trustees to suspend the
General
Meeting Governing Council from office.

(2) The sole business of the Special General Meeting
shall be the Report of the Trustees giving reasons for the
suspension of the Governing Council and showing the
constitutional basis for their decision. The Members may either
endorse or reject the Trustee’s actions.

Right to 27. The Trustees may recommend to Members at an Annual
nomiate
honorary General Meeting the names of persons who have rendered
members
exemplary service to the NGO Community to be honorary
members.

Duties of 28. Trustees shall ensure that the assets of CONGOMA are
Trustees
in respect kept in good order, are within the control of CONGOMA and
of assets
are being used in a way which furthers the objectives of
CONGOMA.

Duty of 29. – (1) Trustees shall ensure that decisions taken by
the
Trustees
in respect Governing Council in respect of borrowing by CONGOMA are
of loans and
overdrafts such that the overall financial stability of CONGOMA is not in
jeopardy.

(2) If Governing Council decides to authorize an
application for an overdraft this authorization shall be
countersigned by a Trustee.

General 30. Notwithstanding the duty of the Governing Council to
oversight
of CONGOMA manage the affairs of CONGOMA on behalf of Members,
Trustees have a general duty to ensure that the Governing

Council and its Committees are within the spirit and letter of this
Constitution.

Number of 31. There shall be six Trustees appointed by the Annual
Trustees
General Meeting of members of CONGOMA who shall be elected
as Trustees in an individual capacity.

Qualfications 32. – (1) Trustees shall be employees or members of a
of Trustees
Governing Body of NGOs in membership of CONGOMA.

(2) Trustees may not, during their term of office as
Trustees also be members of Governing Council or of its Standing
Committees.

(3) Persons nominated to be Trustees of CONGOMA
shall not be elected representatives or office bearers of political
parties registered in Malawi.

(4) Any Trustees whose status changes in respect of the
qualifications shown in this Article shall be required to resign from
office and a casual vacancy shall be declared.

Tenure of 33. – (1) Trustees shall serve CONGOMA for a period of
office of

Trustees three years. Two Trustees shall retire from office each year.
However, in the initial two years of the implementation of the
CONGOMA Constitution a system of rotation of trusteeship shall
be instituted whereby two Trustees shall retire after the first year
and two at the end of the second year and the remaining two at the
end of the third year.

(2) In the first two years following the coming into
effect of this Constitution the names of Trustees who shall retire at
the end of years 1 and 2 shall be drawn by lot from among those
elected at the First Annual General Meeting at which these rules
apply.

Re-election 34. Retiring Trustees may be nominated for re-election of up to
one additional term of office.

Failure to 35. If a Trustee fails to attend three consecutive meetings
attend
Trustee without, in the opinion of the remaining Trustees, sufficient
meetings
reason the place of that Trustee shall be declared a casual vacancy.

Election of 36. At their first meeting after the Annual General Meeting,
Chairperson
and Vice- the Trustees shall choose a Chairperson and Vice Chairperson.

Chairperson
The duties of the Chairperson and Vice Chairperson shall be those
normally associated with that office.

Quorum 37. At a meeting of Trustees, any four Trustees shall
constitute a quorum.

Number of 38 The Trustees shall meet at least twice in a year.
meetings

Casual 39. Casual vacancies shall be filled at the next Annual
vacancy
General Meeting. A person elected to fill a casual vacancy shall
complete the term of the person she/he replaced.

CHAPTER 6
GOVERNING COUNCIL OF CONGOMA

Duties of 40. – (1) Governing Council shall be responsible to the
Governing
Council membership of CONGOMA in respect of the good and efficient
management of CONGOMA.

(2) Members of the Governing Council shall serve in an
unpaid capacity.

Numbers of 41. – (1) There shall be nine Members of the Governing

members of
Governing Council consisting of –
Council

(a) three Chairperson of CONGOMA Regional
Committees, ex
-officio ; and

(b) six members elected by full members at an Annual
General Meeting.

(3) No member organization may be represented by
more than one Governor on the Governing
Council.

Qualifications 42. NGOs in full membership of CONGOMA shall be
to serve on
Governing eligible to be elected to serve on the Governing Council.
Council

Nomination 43.- (1) NGOs elected to serve on the Governing Council shall
from elected
NGOs be expected to nominate a senior member of staff or a member of
their Board,and an alternate, to serve on the Governing Council
throughout the Organization’s membership of the Governing
Council.

(2) The member and the alternate member appointed under

subsection (1) shall signify to the Executive Secretary, in writing,
their acceptance to serve on the Governing Council.

Qualifications 44. – (1) Members of Governing Council shall be –
to serve on
Governing
Council
(a) employees or Governing Body members of NGOs
in full membership of CONGOMA;
(b) not be elected representatives or office bearers of
political parties registered in Malawi.

(2) If an NGO nominates a representative to serve on
the Governing Council who does not fulfil the above qualifications
the individual concerned shall not be admitted to the Governing
Council meetings and the elected NGO shall be asked to nominate
an alternate who would be eligible to serve on the Governing
Council.

Tenure of 45. – (1) The period of office of each NGO elected to serve
office of
members
of Governing on Governing Council shall be two years.
Council

(2) In order to establish continuity within the
Governing Council three members of the Governing Council shall
retire each year.

(3) In the first meeting following the coming into effect
of this Constitution the names of the members of the Governing
Council who shall retire at the end of Year 1 shall be drawn by lot
from among those elected at the First Annual General Meeting.

Re-election 46. A retiring member of the Governing Council shall be
eligible for re-election.

Failure to 47. If a member of the Governing Council fails to attend
attend
meetings three consecutive meetings of the Governing Council, without
in the opinion of the Governing Council, good and sufficient
reason the place of that Organization on the Governing Council
shall be declared a casual vacancy.

Quorum at 48. At the meetings of the Governing Council, five members
meetings of
Governing shall constitute a quorum.
Council

Election of 49. – (1) At their first meeting after the Annual General
Chairperson
and Vice- Meeting Governing Council shall choose a Chairperson and a Vice
Chairperson
Chairperson of CONGOMA from amongst the members of
Governing Council elected at an Annual General Meeting.

(2) The duties of the Chairperson and Vice Chairperson
in respect of meetings of the Governing Council shall be those
normally associated with that office.

Role of 50. – (1) The Chairperson of the Governing Council shall
Chairperson
of CONGOMA have the title “Chairperson of CONGOMA” and shall have
the right, for as long as he/she holds the office of
Chairperson of the Governing Council to –

(a) open, close and chair meetings of members,
workshops, etc. organized by CONGOMA;

(b) speak on behalf of CONGOMA when called upon
to do so;

(c) represent the NGO Community and CONGOMA
members at meetings and other forums where such
representation is requested; and

(d) prepare press releases, write articles, respond to the
mass media as occasion requires.

(2) The Vice Chairperson may deputize for the
Chairperson of CONGOMA in all or any of the above roles as
required.

Meetings 51. The Governing Council shall meet at least four times in
of
Governing a year.
Council

Casual 52. A casual vacancy shall be filled at the next Annual
vacancy
General Meeting. Organizations elected to fill a casual vacancy
shall complete the term of the organization replaced.

Standing 53. – (1) Governing Council shall have Standing
Committees
and other Committees elected at an Annual General Meeting reporting to
Committees
it and through it to the general membership of CONGOMA.

(2) The Governing Council may establish such sub-
committees, working parties, study groups, etc. as it may see fit,
and may dissolve them at the end of their tasks.

CHAPTER 7
REGIONAL GOVERNANCE OF CONGOMA

Regional 54 There shall be in each of the three Regions of Malawi,

meetings
at least four meetings annually of all NGOs which have their
headquarters within the Region or which have projects in the
Region.

Regional 55. At one regional meeting each year members shall elect
Committees
a Regional Committee.

Duties of 56. The duties of Regional Committes shall be –
Regional
Committees

(a) to promote Regional NGO activities;

(b) to facilitate coordination between NGOs in the
region and the Regional Office;

(c) to set and agree Standing Orders to ensure effective
Regional Governance within the region;

(d) to fundraise for the NGO Regional Community
subject to the approval of the Governing Council;

(e) to oversee the management of the Regional Office;
and

(f) to present the interests of NGOs working within the
Region to the Governing Council.

Chairperson 57. – (1) At the first meeting of the Regional Committee
and Vice-
Chairperson after the Committee has been elected the Committee shall elect
of Regional
Committees a Chairperson and Vice Chairperson of the Regional Committee.

(2) The Chairperson of each Regional Committee shall
be an ex
-officio member of the Governing Council of
CONGOMA. On occasions where the Chairperson is unable to
attend meetings of the Governing Council she/he may be
represented by the Vice Chairperson. Where the NGO to which
the Chairperson of a Regional Committee belongs already has a
seat on the Governing Council the Vice Chairperson shall sit on
the the Governing Council.

(3) The provision of this Constitution concerning
members of the the Governing Council and political party
allegiance shall apply mutatis
mutandis to members ex -officio of
the Governing Council.

CHAPTER 8
STANDARDS COMMITTEE OF CONGOMA

Standards 58. There shall be a Standing Committee of the
Committee
Governing Council of CONGOMA called the Standards
Committee.

Duties of 59. The Standards Committee of CONGOMA shall ensure
Standards
Committee that full members of CONGOMA are assisted to conform to the
NGO Code of Conduct.

Number of 60. – (1) There shall be six members of the Standards
members on
Standards Committee. Who shall be elected at the Annual General
Committee
Meeting.

(2) Three members of the Standards Committee shall
retire annually.

Qualifications 61. NGOs in full membership of CONGOMA shall be
to servee on
Standards ligible to be elected to serve on the Standard Committee.

Committee

Selection 62 NGOs elected to serve on the Standards Committee shall
of individuals
to serve on be expected to nominate a senior member of their staff or of
Standards
Committee their Board to serve on the Standards Committee throughout the
Organization’s membership of the Standards Committee.

Tenure of 63. – (1) Members of the Standards Committee shall serve
office of
members of for two years. Retiring members of the Standards may be re-
Standards
Committee elected for one further term only.

Terms of 64. The Standards Committee shall work within the Terms
reference of
Standards of Reference and Standing Orders set for it by the Governing
Committee
Council.

Meetings of 65. The Standards Committee shall meet at least three times
Standards Committee a year.

CHAPTER 9
FINANCE AND ADMINISTRATION COMMITTEE

Finance 66. There shall be a standing committee of the the
and
Administration Governing Council called the Finance and Administration

Committee
Committee.

Duties of 67. The Finance and Administration Standing Committee of
Finance
and the Governing Council shall have the responsibility to –
Administration
Committee

(a) receive and approve an annual budget for
CONGOMA;

(b) monitor expenditure and budget variances;

(c) supervise the effective and efficient use of
CONGOMA fixed assets;

(d) ensure that the Annual Audit takes place each year;
and

(e) recommend to the the Governing Council matters
relating to wages, salaries and allowances,
conditions of service and other personnel issues as
may be raised from time to time.

Members of 68. There shall be six members of the Finance and
Finance
and Administration Committee. Three member organizations

Administration
Committee shall be elected at each Annual General Meeting
Administration. Three members shall retire at each Annual General
Meeting.

Qualification 69. NGOs in full membership of CONGOMA shall be
to serve
on Finance eligible to be elected to serve on the Finance and Administration
and
Administration Committee.
Committee

Selection of 70. NGOs elected to serve on the Finance and Administration
individuals
to serve on Committee shall be expected to nominate a senior member of
Finance
and their staff or of their Board to serve on the Finance and
Administration
Committee Administration Committee throughout the Organization’s
membership of the Committee.

Tenure of 71. – (1) Members shall serve on the Finance and
office of
members of Administration Committee for two years.
Finance and
Administration
Committee
(2) Retiring members of the Finance and
Administration Committee may be re-elected for one further term
only.

Terms of 72. The Finance and Administration Committee shall work
Reference

of Finance within the Terms of Reference and Standing Orders set for it by
and
Administration the Governing Council.
Committee

CHAPTER 10
ELECTIONS TO NATIONAL OFFICE IN CONGOMA

Elections 73. – (1) In all elections to a national office in
to national
offices CONGOMA, for Trustees, the Governing Council and Standing
Committees, the procedure laid odwn in this Chapeter shall apply.

(2) All elections to the Regional Committees shall be in
accordance with procedures agreed at a Regional Meeting.

Format of 74. – (1) Nominations must be presented in a prescribed
nominations
format. Individuals being nominated as Trustees must be
employees or the Governing Body members of fully paid up
members of CONGOMA.

(2) Proposers be either individuals or employees or the
Governing Body members of fully paid-up members of
CONGOMA. NGOs may not nominate a candidate from within
their own organization.

(3) Nomination forms shall be counter-signed by the
individual candidate or Chief Executive and endorsed by the
Chairperson of the relevant Governing Body.

Timing of 75. – (1) Nominations shall be received in the CONGOMA
nominations
Secretariat Office three full working weeks prior to the Annual
General Meeting or Special General Meeting at which the elections
are scheduled to take place.

(2) Nomination forms sent by fascimile shall be accepted.

Publication 76. CONGOMA Secretariat shall publish in the press the
of names of
those seeking names of candidates and organizations which have been
election
nominated for office in CONGOMA and the names of their
proposers.

Voting 77. – (1) Each NGO in full membership shall be
entitled forms and
procedures to one vote.

(2) No proxy votes shall be allowed, and votes can only
be cast by people in attendance at the relevant Meeting having
authority to cast votes on behalf of their NGO.

(3) Printed voting forms shall be available at relevant
meetings.

(4) Voting shall be by secret ballot using the forms.

Successful 78. The successful candidates shall be those with a simple
candidates
majority. In the event of a tied vote for the final place on the Trust,
or the the Governing Council there shall be a reballot for the
position.

Publication 79. The names of those successfully elected to an office
of successful
candidates’ within CONGOMA shall be published in the press.
names

Election 80. The returning officer for CONGOMA Governance
returning
officer elections shall be a neutral public officer who shall be assisted by
the Secretariat.

CHAPTER 11
FINANCIAL CONTROLS

Financial 81. – (1) CONGOMA shall employ an Accountant/Finance
systems
Manager whose responsibility shall be to provide the Executive

Secretary of CONGOMA with such financial information as may
be needed to allow for the successful management of resources.

(2) The Accountant/Finance Manager must ensure the
financial viability of CONGOMA and shall draw to the
attention of the Finance and Administration Committee all matters
relating to financial management which cause concern.

(3) The Accountant/Finance Manager shall have the
right of direct access to the Trustees where she/he feels this to be
necessary provided the channels of communication between the
Accountant/Finance Manager and the Secretariat, the Finance and
Administration Standing Committee and the Governing Council
have been exhausted.

Annual 82 – (1) A Certified Public Accountant shall be appointed
report
as auditor at each Annual General Meeting.

(2) An audit of the complete books of accounts of
CONGOMA shall be conducted each year according to
international accounting standards and any relevant Malawi
legislation.

(3) The Audited report shall be presented to the
Governing Council within the first quarter year following the year
end.

Transparency 83. CONGOMA shall have financial systems and controls
which allow it to have transparent accounts which show where
funds have come from and how they have been disbursed.

Accountability 84. CONGOMA shall be accountable to members and donors,
and the general public in respect of finances entrusted to its care
and in particular, CONGOMA ensure that assets are used
effectively and efficiently and with “value-for-money” as a key
concept.

Accessibility 85. – (1) CONGOMA shall produce regular project reports
and accounting statements and these shall be made available to
members and others on request.

(2) Annual audited accounts shall be published with
Annual General Meeting papers and sent to all members.

CHAPTER 12
CONGOMA SECRETARIAT

CONGOMA 86. – (1) CONGOMA shall have a team of paid
Secretariat
professional and technical staff which shall form the CONGOMA
Secretariat. The size and composition of the Secretariat and the
relevant Conditions of Service shall be agreed by the Finance and
Administration Committee and recommended to the Governing
Council.

(2) The Governing Council shall delegate responsibility
for the day-to-day management and policy information to the
Secretariat of CONGOMA.

Duties of 87. The Secretariat of CONGOMA shall –
Secretariat

(a) manage and deliver to the membership such
services as may be agreed from time to time by the
Governing Council and adopted by the Annual
General Meeting.

(b) use resources provided by members, donors, and the
Government in cost effective ways which shall
assist in the achievement of CONGOMA’s strategic
objectives; and

(c) develop internal systems which shall permit
members organizations and CONGOMA
governance to collaborate effectively with
Government, donors and international liaison
bodies.

(d) advise CONGOMA governance – Trustees, the
Governing Council and Standing Committees – in
respect of policy and practice as required.

Executive 88. – (1) The secretariat shall include the Chief Executive
Secretary
with the title Executive Secretary who shall be the Chief Executive
of CONGOMA.

(2) The Executive Secretary shall be an ex
-officio
member of the the Governing Council but shall not have voting
rights.

(3) The Executive Secretary shall have immediate
responsibility to the Chairperson and shall –

(a) maintain safe custody of the common seal of

CONGOMA;

(b) recruit junior staff;

(c) negotiate agreements, sub-agreements or any other
authorized contracts with any other agent, donor,
Government on behalf of CONGOMA provided
that the Executive Secretary shall seek prior
authority to do so from the Chairperson;

(d) facilitate the activities of the Governing Council,
Board of Trustees, Finance and Administration
Committee, Standards Committee and any other
committees of CONGOMA;

(e) represent CONGOMA at local and international
meetings and at any other courses of instruction;
and

(f) preside over the finances at CONGOMA.

(4) No Agreement, Sub-Agreement or Contract shall be
binding on CONGOMA unless it is signed by the Executive

Secretary and either the Chairperson of the Governing Council or
the Chairperson of the Board of Trustees.

CHAPTER 13
AMENDMENT OF THIS CONSTITUTION

Amendment 89. – (1) This Constitution may be amended at the
procedures
Annual or Special General Meetings of CONGOMA provided
prior formal notification of the amendments has been sent to
member NGOs.

(2) Notification of the wording of the amendments shall
be sent to the Secretariat in sufficient time to allow them to be sent
out with notification of the Meeting.

(3) No amendments shall be accepted without formal
notification.

(4) A two third vote of members present at the Meeting
shall be required for amendments to be approved.

(5) Implementation of the amendments shall come into
force immediately following the general meeting at which the
amendments have been agreed.

(6) In order to progress business at an Annual or
Special General Meeting any item of this Constitution may be
temporarily suspended provided this is agreed to by at least 80% of
the members present and voting.

CHAPTER 14
DISSOLUTION OF CONGOMA

Dissolution 90. – (1) CONGOMA may be dissolved at an Annual
of
CONGOMA General Meeting or Special General Meeting called in accordance
with this Constitution.

(2) Formal notice of the motion recommending
dissolution of CONOMA shall be sent with the notice of meeting.

(3) a motion for dissolution may be signed by all
Trustees, or by a clear majority of the the Governing Council, or
by at least fifty percent of full member organizations.

(4) A two thirds majority of NGOs in full membership
present at the meeting shall be required for dissolution.

(5) Assets of CONGOMA remaining after agreed
dissolution shall become the absolute property of the Government
of Malawi.